The Board of Directors of the Company for 2017-2019 two fiscal years comprises of nine directors. They met all criteria described in the Company's Memorandum of Association, and are elected among the submitted application for the position. The election is based on individual's skilfulness on relevant area, fulfilment of obligation, accountability, commitment to the role, ability to carry out business activities where deemed necessary, being endowed with work ethic, and giving priority to the Company's duties and responsibilities. By fully making use of good Corporate Governance, by following Memorandum of Association, and by complying with relevant laws and regulations, the Board of Directors will be able to carry out the Company's duties and responsibilities for the profit of all shareholders.
The Board of Directors is structured with independent directors, non-executive directors and executive directors. Executive directors are tasked with day-to-day management of the Company, working with the Board of Directors, and operating within a budget. Independent and non-executive directors typically do not engage in the day-to-day management of the Company, but are involved in policy making and planning exercises. In addition, independent and non-executive directors' responsibilities include the monitoring of the executive directors and acting in the interest of the company stakeholders.
Among nine member of the Board of Directors, six are independent and non-executive directors, the rest are executive directors. In summery, two out of three among the Board of Directors are independent and non-executive directors. In previous fiscal years, the Board of Directors comprised more executive directors than independent directors. According to the unanimous decision of directors made in the Board of Directors' regular meeting on September 17-18, 2017, the same director has been elected as the chairman of the Board of Directors, and Managing Director. To maintain balance role between the independent directors, non-executive directors and executive directors, therefore, independent and non-executive directors make up the majority of the full board.
The Company's directors are currently elected and appointed by other board members which are also shareholders and founders. The board, on behalf and best interests of shareholders, is tasked with making important decisions, such as corporate officer appointments and firings, executive compensation, dividend policy, supervise the Company's performance, putting forward and implementation of business policies and frameworks, and other remuneration of staff.
Board of directors is responsible for helping a corporation set broad goals, support executives in their duties, while also ensuring the company has adequate resources at it’s disposal and that those resources are managed well. To summarize, the Board is to 1) be responsible and accountable, 2) supervise and provide supports to management team where deemed necessary, 3) lay down policies and business strategies for the Company.
In addition, Board of Directors shall have to comply with currently laws, bylaws and regulations of Myanmar.
Directors shall have to devote adequate time and efforts to the given responsibilities, and actively participate in the Company's Annual General Meetings, regular meetings of the Board, and other relevant committee meetings. Directors shall mutually respect each other's opinion and cooperate with each other with well-discipline. Social or environmental concerns shall also be taken care of.
A director shall have to attend
(a) 75% of regular meetings of the Board, and
(b) 65% of special meetings.
Member of the Board shall have to be knowledgeable, visionary, fair, and impartial. Decision making should be based on independent thinking, details speculating, depth analysis, and thorough observation.
Member of the Board shall have to exercise duties and responsibilities with full display of loyalty to the Company as well as its shareholders.
Member of the Board shall have to refrain from and reject all illegal and unethical activities including bribery and other form of corruptions through out his or her undertakings.
5. Conflict of Interests
A conflict of interest is a situation in which an executive's personal interests implicitly or explicitly conflict with the Company's interests, and thus becomes unreliable in decision making due to his or her choice of personal gain over the duties to the Company in which he or she is a stakeholder.
Member of the Board, to the highest possible extent, shall have to refrain from any situation in which conflict of interest might take place. Any such circumstance shall be reported to the Audit Committee.
To be able to closely monitor and observe relevant operation, the Great Hor Kham has formed several committees. They are:
The Board has assigned the responsibilities for the relevant committee. Each committee then reports back to the Board regarding the performed responsibilities.